Approval for Securities Offering

    The Securities and Exchange Act B.E. 2535 prohibits companies from offering newly issued shares and other securities for sale without prior approval from the SEC in compliance with the rules and regulations issued by the SEC Board except for the rights offering to existing shareholders. This provision allows the SEC to put in place rules and regulations and consider the merits of the securities to be offered.

            Securities offering can be classified by types of securities as follows:
            1. Shares
           2. Derivative warrants
            3. Debt Securities
            4. Overseas Debentures
            5. Warrants
            6. Securitization
            7. Securities Issuance and Offering by Foreign Issuer
            8. Fx bond 
            9. Sukuk 

            In addition, there are rules for the Employee Stock Option Program (ESOP), which can be divided into:
            1. ESOP of Thai companies
            2. ESOP of foreign companies

Disclosure of Information

     In offering newly issued securities for sale, companies shall apply for an approval from the SEC and disclose information to the investing public for decision making. However, the offering of existing securities by its holders can be done without the SEC approval on the condition that the offerors shall disclose information prior to offering securities for sale.

     Before offering securities to the public, the offerors who can be companies or existing shareholders shall file a registration statement and a draft prospectus to the SEC to give investors time to study such information. However, some types of securities offering are not required to file such documents if the offering does not affect the general public.

                The offering of securities for sale is allowed upon:
                (1) The SEC approval in case of newly issued shares; and
                (2) The effectiveness of the registration filing. During the filing process, information shall be disclosed with discretion and  within the limit of permitted scope.

Post-Offering Duties
     After offering securities for sale to the public, companies shall undertake securities settlement with the holders in accordance with the SEC regulations and disclose information on a continual basis to give investors information for making investment decision.

            Information of securities issuers subject to public disclosure includes:
                1. Report of securities selling
                2. Report of rights exercising on convertible securities, i.e., warrants and convertible debentures
                3. Report of financial condition and operational performance, consisting of financial statements and annual reports (Form 56-1   and 56-2)
                4. Report of securities holding of the issuing company management